This is an End User License Agreement (hereinafter referred to as “EULA” for sake of brevity) between EPCPROMAN PRIVATE LIMITED, a Company having its office at 402, Helix3, LBS Marg, Ghatkopar West, Mumbai-400086, India (hereinafter referred to as “Licensor” for the sake of brevity, which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its heirs, executors, successors in interest and assigns),

AND

You, either an individual user or a Subscribing Organization (“You” or, collectively, “Users”) (hereinafter referred to as “Licensee” for the sake of brevity which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its heirs, executors, successors in interest and assigns) regarding your use of any Software owned, developed and distributed by the Licensor.
Please read the terms carefully before taking any further actions.
If the Licensee is unwilling to accept this Agreement, or You do not have the right, power and authority to act on behalf of and bind such entity or yourself as an individual (if there is no such entity):
(a) DO NOT SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE SOFTWARE AND RELATED MATERIAL OF EPCPROMAN PRIVATE LIMITED(LICENSOR); 

AND

(b) WITHIN THIRTY (30) DAYS FROM THE DATE OF PLACEMENT OF PURCHASE ORDER OR FROM THE DATE OF DELIVERY OF THE SOFTWARE ( DELIEVERY MAY BE IN DOWNLODABLE FORM) OF THE EPCPROMAN PRIVATE LIMITED(LICENSOR); , LICENSEE MAY RETURN TO THE EPCPROMAN PRIVATE LIMITED (LICENSOR) MATERIALS (INCLUDING ANY COPIES) TO THE ENTITY FROM WHICH THEY WERE ACQUIRED FOR A REFUND OF THE APPLICABLE LICENSE FEES PAID BY THE LICENSEE.

ACCEPTANCE AND BINDING: By clicking “I Accept,” downloading, installing, accessing, or using the Software, the Licensee acknowledges that they have read, understood, and agreed to be bound by all terms of this EULA, including provisions relating to data use, updates, upgrades, and jurisdiction.

1. Definitions
1.1 Authorized User refers to the User(s) authorized by the Licensor to use the Software.

1.2 Software refers to the Licensor’s software in the object code format, including the updates and upgrades as made available from time to time to the User(s) by the Licensor.

1.3 License Fee refers to the fees payable by the User(s) to the Licensor for the use of the Software.

1.4 OTA refers to over the air updates which are available as a download through the existing software installed on the device.

1.5 Update refers to any updates to the licensed Software with certain bug fixes, addition or removal of features, feature improvements, performance improvements and include such other enhancements that the developer may so provide.

1.6 Upgrade refers to any new versions of the same Software which includes all improvements, fixes and enhancements in the Software which are made available to the licensed User as a part of the EULA. The new version will replace the existing version by either a fresh install or by replacement and this EULA would be treated as a part of the newly installed version of the Software.

2. Scope
2.1 Subject to and conditioned on Licensee’s continuous compliance with this Agreement and payment of the applicable fees.

2.2  For On-Premise (Windows Installation / Client-Server Application):
The Licensee may install and use the Software on a single workstation or server instance only, unless expressly authorized by the Licensor in writing to use the Software on multiple workstations or servers through the purchase of a multi-user or network license. Installation and use shall be limited to the site specified in the purchase order.

2.2.1  For Web-Based / Cloud-Hosted Version (Windows or Linux Server):
Where the Software is hosted on a web or cloud server environment, the Licensee may access and use the Software from a single workstation or user account only, unless the Licensor has granted explicit authorization for multiple users or concurrent sessions under a valid multi-user or enterprise license. The Licensee shall not permit shared, pooled, or simultaneous log-ins beyond the number of users licensed.

2.2.2  For Software-as-a-Service (SaaS) Deployment:
When the Software is provided as a hosted SaaS solution, the Licensee is granted a limited, non-exclusive, non-transferable right to access and use the Software through the Licensor’s designated cloud infrastructure, subject to payment of applicable subscription fees and compliance with this Agreement. Each authorized user account is personal to the Licensee and may not be shared or transferred without the Licensor’s prior written consent. The Licensor retains full ownership and control over the hosting environment and all related infrastructure.

2.3  Authorized License Mechanism:
The Licensee agrees to use only the licenses supplied through authorized hardware locks, dongles, license keys, or electronic activation files, user accounts or software user logins issued by the Licensor. Any attempt to duplicate, bypass, or tamper with such authorization mechanisms shall constitute a material breach of this Agreement.

2.4 The terms of this EULA will suo moto apply to any upgrade of the Software Product purchased by the User.

2.5 The licenses supplied by the Licensor can be either (a) Perpetual license (one-time payment), or (b) Subscription license (recurring fee, terminable), based on the purchase order and payment made as per the purchase order. If the Licensee has made payment for perpetual licenses or subscription licenses, the applicable pricing shall be determined based on the license type price provided by the Licensor.
2.6 Updates and Upgrades: Updates are provided at the sole discretion of the Licensor. Upgrades may require an additional license fee after the initial one-year warranty period.

2.7 Audit and Compliance: The Licensor reserves the right, upon reasonable notice, to audit the Licensee’s use of the Software to ensure compliance with this Agreement.

3. Restrictions on Use
3.1 You agree not to redistribute, sublicense, lease, rent the Software without express authorization from the Licensor and for which a separate Agreement has been entered into to that effect.

3.2 You agree not to copy, reproduce, reverse engineer, derive the source code of the Software, which if done will be an infringement of the Licensor’s rights and You would render yourselves subject to legal proceedings initiated by the Licensor for protection of its rights.

3.3 You agree not to utilize any equipment, device, software, or other means, electronic or physical, designed to circumvent or remove any form of copy protection, used by the Licensor in connection with the Software, or use the Software together with any hardware lock, authorization code, serial number, or other copy protection device not supplied and recognized by the Licensor directly or through an authorized Supplier of EPCPROMAN PRIVATE LIMITED Software products.
3.4 You agree not to use the Software for any unlawful or prohibited use.

3.5 The License to use the Software is limited to the territory of the physical address mentioned in the purchase order (Purchase/Letter of Intent copy/document) for the usage in the specific country of Origin of the Licensee or if the delivery address or usage address is not mentioned then the physical address mentioned in the Purchase/Letter of Intent copy/document in the specific country of Origin of the Licensee. Any use beyond this territory will be considered as an infringement. You agree that to use the Software in another country, a separate License designed for the respective country is required to be purchased from the Licensor. The standard licenses supplied are specific to the country of origin of the Licensee.

3.6 An international License can be purchased separately, specific to multiple countries. In this case one needs to specify the usage address and their respective countries.

3.7 The Software is not to be resold, given or in any other way passed on to anyone who is not an employee directly supervised by the Licensee without written consent from the Licensor. The Licensee may copy the Software solely to the extent necessary for loading and using the Software for personal use only. The Licensee may make one copy of the Software for backup purposes and not for any commercial purpose whatsoever.

4. Consent to Use Data
4.1 You agree that the Licensor may collect and use the periodic information about your use of the Software, device and peripheral applications to facilitate the updates and upgrades of the Software based on your use.

4.2 The Licensor agrees not to use the data so collected for any purpose other than specified herein. Further, the Licensor agrees not to use data in a manner that personally identifies you except to the extent necessary to facilitate Software services.

4.3 The Licensor agrees and undertakes that any data such collected by the Software for the intended purposes shall not be disclosed or made available to any third party or used for any other purposes than that for which it was collected.

5. Term
5.1 This EULA may be terminated at the discretion of the Licensor if you act in breach of this EULA or carry out activities in breach of this EULA.

6. Transfer
6.1 You do not have the right to rent, lease, sub-license, assign, and redistribute this Software.

6.2 You agree and acknowledge that a transfer of the License may only be possible after obtaining a prior authorization from the Licensor; additionally the transfer of a License within the country will require incurring of extra charges as prescribed by the Licensor.

6.3 On transfer of a License the transferor shall cease to be the Licensee for all purposes in regard to the Software and the transferee shall thereafter be the person/organization to which the license has been duly transferred. The transferor’s rights as a Licensee shall cease to be in effect from the date of the transfer and that the transferor loses the right to use the Software indefinitely which would then pass on to the transferee.

6.4 You agree and acknowledge that You will not make the Software available at a third party platform for multiple individuals to use and access doing so will be a material breach of this EULA and will render yourselves subject to legal proceedings as may be initiated by the Licensor.

7. Intellectual Property
7.1 You agree and acknowledge that all the Intellectual Property in the Software licensed to You including, but not limited to, Trademark and Copyright shall be vested with the Licensor at all times.

7.2 You agree and acknowledge that You do not have the right to reverse engineer, decompile, disassemble or create derivative works of or modify the Software doing so will be construed as an infringement of the Licensor’s copyright in the Software.

7.3 Unauthorized use of the Software will result in a breach and direct termination of this EULA and You agree that it will be construed as an irreparable harm to the Licensor subjecting You to legal proceedings initiated by the Licensor and would entitle the Licensor to claim reliefs against You as the Licensor may deem fit in accordance with the provisions of law as may be applicable from time to time.


8. Rights Reserved
8.1 The Licensor reserves all rights not expressly granted herein.
8A. Confidentiality: The Licensee shall treat all information relating to the Software, including its structure, logic, and algorithms, as confidential and shall not disclose such information to any third party without the Licensor’s prior written consent.

9. Warranty
9.1 You agree that the use of the Software is at your risk as to satisfactory quality performance, accuracy and effort. The Use of the Software may affect the working and operation of other Applications/software on your Computer.

9.2 The Software is provided on an ‘as is’ and ‘as available’ basis and the Licensor makes no warranty of any kind with respect to the Software meeting your requirements or that the Software will be without fault or that the working of the Software will be uninterrupted or error free.

9.3 In the event that the Licensee discovers a material error which substantially affects the Licensee’s use of the same and notifies the Supplier of the error within 30 days from the date of purchase, the Licensor shall at its sole option either refund the license fee or take all reasonable endeavors to correct by patches or new releases (at its option) of that part of the Software which does not so comply PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Software not performed by the Licensor or caused by its incorrect use, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible.

9.4 The Licensor hereby states that this EULA does not create any express or implied warranties in relation to the Software being corrected of the defects, none of the oral or written advice of the Licensor to You shall be deemed to create any warranty whatsoever.

9.5 Although the Licensor does not warrant that the Software supplied hereunder is free from all known viruses, it has taken all commercially reasonable efforts to check for the most commonly known viruses prior to packaging and the Licensee is solely responsible for virus scanning of the Software. The Licensor does not provide any warranty or representation with respect to any third-party hardware or software with which the Software product is designed to be used and liability in respect of failures of the same are disclaimed by the Licensor.

9.6 The Licensor does not provide any warranty or representation with respect to any third party hardware or software with which the Software product is designed to be used and liability in respect of failures of the same are disclaimed by the Licensor. 

9.7 The Licensor expressly disclaims all implied warranties, including without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement. The Software is not guaranteed to be free of errors or security vulnerabilities.

10. Liability
10.1 The Licensee acknowledges that the Software is provided on an “as is” and “as available” basis, and that use of the Software is at the Licensee’s sole risk. To the maximum extent permitted by law, the Licensor disclaims all liability for any loss, damage, cost, or expense, whether direct, indirect, incidental, consequential, special, punitive, or exemplary, arising out of or in connection with the installation, use, performance, or inability to use the Software.
10.2 The Licensor shall not be liable for any deletion, corruption, loss, or inaccuracy of data, or for any damage to hardware, systems, or networks caused by or resulting from the use of the Software, including any integration or interfacing with third-party applications or systems not authorized by the Licensor.
10.3 The Licensor shall not be liable for any loss or damage arising out of or in connection with:
(a) misuse, unauthorized modification, or use of the Software not in accordance with this EULA or documentation;
(b) use of the Software with unsupported hardware, operating systems, or third-party products; or
(c) any failure by the Licensee to implement recommendations, updates, or security measures provided by the Licensor.

10.4 Notwithstanding anything to the contrary, the Licensor expressly excludes all liability for loss of profit, revenue, business, goodwill, production, anticipated savings, data, tenders, or any consequential, special, or indirect loss or damage, even if the Licensor was advised of the possibility of such damages.

10.5 In the event that any exclusion of liability under this Agreement is held invalid and the Licensor becomes liable to the Licensee for any reason whatsoever, such liability shall, to the maximum extent permitted by applicable law, be limited to the total License Fees actually paid by the Licensee to the Licensor during the twelve (12) months immediately preceding the event giving rise to such liability.
This limitation shall apply cumulatively for all claims and shall not renew or extend with subsequent years, renewals, or installations.

10.6 The Licensee agrees that the limitations set forth in this Section represent a fair allocation of risk and are a fundamental basis of this Agreement.

11. Indemnity

11.1 Licensee’s Indemnity Obligations:
The Licensee shall indemnify, defend, and hold harmless the Licensor, its affiliates, officers, directors, employees, and agents (“Licensor Indemnified Parties”) from and against any and all losses, damages, claims, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to:
(a) any breach of this EULA by the Licensee;
(b) misuse, unauthorized modification, or distribution of the Software;
(c) violation of any applicable law or regulation; or
(d) any third-party claim alleging that the Licensee’s data, configurations, or integrations infringe or violate such third party’s intellectual property or other rights.

11.2 Licensor’s Limited Indemnity:
The Licensor shall indemnify the Licensee only against final judgments or settlements arising from a third-party claim that the unmodified version of the Software, when used in accordance with this EULA, directly infringes a third party’s registered intellectual property right in India.
This indemnity shall not apply to any claim resulting from:
(a) modification or alteration of the Software by the Licensee or any third party;
(b) use of the Software in combination with hardware, software, or systems not approved in writing by the Licensor;
(c) use of the Software outside the licensed territory; or
(d) failure of the Licensee to use the latest update or version provided by the Licensor.
The Licensor’s total liability under this indemnity shall not exceed the limitation set out in Clause 10.5.

11.3 Indemnity Procedure:
The Party seeking indemnification shall promptly notify the other Party in writing of any claim and provide reasonable cooperation and assistance. The Licensor shall retain sole control over the defense and settlement of any claim for which it provides indemnification. The Licensor shall not be responsible for any settlement made by the Licensee without the Licensor’s prior written consent.

11.4 Exclusion of Consequential Damages:
Notwithstanding anything to the contrary, neither Party shall be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profit, revenue, goodwill, or anticipated savings.
For clarity, the Licensor shall not be liable for any project delays, third-party penalties, or loss of business opportunities arising from the Licensee’s use of the Software.


12. Special Terms & Conditions

12.1 Software Upgrades and Updates (Major Release / Minor Release / Bug Fix Release): During one (1) year period of warranty from the date of placement of the final purchase order, the Licensor or its Supplier will make available Software updates and upgrades, which may be delivered on CD-ROM or made available as a download from the Licensor’s Web site or which may be made available for download OTA (Over the Air). If this Software is supplied with a new license, the Licensee is required to return the original licenses to the Licensor within 30 days of acquiring the replacement of software license and Software upgrade. Any such License which is not returned back to the Licensor by the Licensee after the supply of a new License as a substitute or replacement shall automatically become redundant and cease to exist from the date on which the new License came into effect.

12.2 Supported Operating Systems: As third-party operating system technology progresses, from time to time, EPCPROMAN PRIVATE LIMITED will decide to no longer support the development of or provide technical support for its range of end user products and software engines for a particular operating system.

12.3 Supported Operating Systems: Windows 10 onwards/Windows Server Latest version( Please refer updated document provided at the time of delievery).

13. Applicable Law

13.1 This Agreement shall be governed by and interpreted and construed in accordance with the Laws of India and the Parties submit themselves for the exclusive jurisdiction of Courts at Mumbai.

13B. Dispute Resolution and Arbitration: Any disputes arising out of or in connection with this Agreement shall first be settled amicably. Failing that, such disputes shall be referred to arbitration in Mumbai under the Arbitration and Conciliation Act, 1996. The language of arbitration shall be English.

13A. International Use and Export Compliance: The Licensee shall comply with all applicable export control laws and regulations and shall not export, re-export, or transfer the Software to any prohibited jurisdiction or entity.

14. Entire Agreement and Waiver

14.1 This Agreement constitutes the entire agreement between the Parties in relation to the Purpose and supersedes all prior understandings and agreements, whether oral or written, which may have existed between the Parties with respect to the subject matter addressed herein. No provision of this Agreement shall be waived, altered or cancelled except in writing signed by the Party against whom such waiver, alteration or cancellation is asserted. Any such waiver shall be limited to the particular instance and the particular time when and for which it is given.

14.2 No failure or delay by the Disclosing Party in exercising any right hereunder shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude any other or further exercise thereof or the exercise of any other right hereunder.

14A. Miscellaneous Enhancements: This includes addition of Severability, Notices, and Non-Competition clauses; correction of minor typographical errors ('DELIEVERY' to 'DELIVERY', 'suomoto' to 'suo motu').